Hybrid securities are securities that have some equity characteristics and some debt characteristics. Ratings agencies such as Moody's and Standard & Poor's have created defined “baskets” based on the “equity-like” or “debt-like” content of a security. Securities are classified into baskets meeting specific criteria, and the basket to which a security is assigned determines a specified percentage of equity treatment for which the security qualifies.
For example, Moody's has five baskets (A-E). Securities with an A basket classification are treated as 0% equity and 100% debt. At the other extreme, securities with an E basket classification are treated as 100% equity and 0% debt. The A basket includes dated subordinated debt (with maturity of less than 49 years). The E basket encompasses instruments having five characteristics: mandatory convertible; convertible within three years; subordinated debt, preferred or senior, with accelerated conversion; optional deferral; and cumulative coupon.
In order to assign a hybrid security to a basket, Moody's assesses the instrument's equity-like characteristics. In particular, securities with the following features will be classified as Basket C securities (treated as 50% equity and 50% debt): (a) preferred; (b) perpetual or long-dated; (c) typically non-call 5 or 10 years; (d) optional deferral; (e) non-cumulative dividends; and (f0 replacement language required. Securities classified as Basket D (75% equity and 25% debt) have many of the same features as Basket C securities, the main differences being that the Basket D securities must be perpetual (not merely long-dated) and deferral must be mandatory (not optional).
A preferred embodiment of the present invention comprises methods and systems for providing perpetual preferred income equity replacement securities (“Perpetual PIERS”), which are perpetual convertible preferred securities that achieve equity treatment on an issuer's balance sheet, and are accounted for on a net share settlement basis, using a method similar to that for treasury stock. Perpetual PIERS achieve this accounting treatment through cash settlement of the liquidation preference upon conversion. A conventional cash settlement feature would make PIERS cash redeemable at the option of investors, and therefore would not be treated as equity on the issuer's balance sheet. Perpetual PIERS solve this problem by using a combination of non-convertibility by investors at any time and the issuance of a non-convertible preferred and net shares upon conversion, with cash only deliverable upon an issuer call or change of control.
Perpetual PIERS provide a novel way to achieve high equity content in a highly accretive security that qualifies as shareholder's equity on the balance sheet. The invention, in one aspect, comprises a method and system for providing a convertible security that gets treasury stock accounting while still getting high equity credit from the agencies. Each embodiment described herein achieves this.
In one aspect, the invention comprises a method comprising issuing perpetual preferred securities that provide non-cumulative dividends with a fixed liquidation preference; wherein valuation of the securities upon redemption or conversion is based on market value of a specified number of common shares, and wherein the securities are operable to receive treasury stock method accounting.
In various embodiments: (1) the securities receive C or D Basket treatment from Moody's; (2) the securities receive treasury stock method accounting because, upon conversion or redemption, common shares are issued only with respect to the valuation of the securities in excess of the fixed liquidation preference; (3) the securities are not redeemable or convertible at holder's option; (4) upon conversion or redemption the number of common shares is equal to (A×B−C)/B, where A=a conversion rate, B=price per share of the common shares, and C=the fixed liquidation preference; (5) upon redemption the liquidation preference is paid in cash: (6) the securities are convertible at any time after a specified date into non-convertible preferred stock and common shares; (7) the securities provide holders with preferred stock voting rights and are treated as preferred stock according to GAAP accounting rules; (8) the securities may be redeemed only upon notice of redemption by an issuer; (9) the notice of redemption is preceded by a stock price of common shares achieving at least a specified value for at least a specified period of time; (10) the dividends are increased if a stock price of common shares achieves at least a specified value for at least a specified period of time; and (11) a conversion rate is increased if a stock price of common shares achieves at least a specified value for at least a specified period of time.
In another aspect, the invention comprises a financial instrument comprising one or more perpetual preferred securities operable to provide non-cumulative dividends with a fixed liquidation preference; wherein valuation of the securities upon redemption or conversion is based on market value of a specified number of common shares, and wherein the securities are operable to receive treasury stock method accounting.
In various embodiments: (1) the securities receive C or D Basket treatment from Moody's; (2) the securities receive treasury stock method accounting because, upon conversion or redemption, common shares are issued only with respect to the valuation of the securities in excess of the fixed liquidation preference; (3) the securities are not redeemable or convertible at holder's option; and (4) upon conversion or redemption the number of common shares is equal to (A×B−C)/B, where A=a conversion rate, B=a stock price of the common shares, and C=the fixed liquidation preference.
In another aspect, the invention comprises a method comprising purchasing one or more perpetual preferred securities that provide non-cumulative dividends with a fixed liquidation preference; wherein valuation of the securities upon redemption or conversion is based on market value of a specified number of common shares, and wherein the securities are operable to receive treasury stock method accounting.
In various embodiments: (1) the securities receive C or D Basket treatment from Moody's; and (2) the securities receive treasury stock method accounting because, upon conversion or redemption, common shares are issued only with respect to the valuation of the securities in excess of the fixed liquidation preference.